Winding Up and Distribution of Assets. Upon dissolution, the Company shall make an accounting of the accounts of the Company and the Company’s assets, liabilities and operations through the date of dissolution, and the Manager shall immediately proceed to wind up the affairs of the Company. If deemed necessary by Members holding more than fifty percent of the Membership Interests, the accounting will be undertaken by the Company’s independent accountants. Throughout the dissolution process, all of the provisions of this Agreement shall continue to apply, except as limited by the Act. If the Company is dissolved and its affairs are to be wound up, the Manager shall sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Manager may determine to distribute any assets to the Members in kind), allocate any Profit or Loss resulting from such sales to the Capital Accounts of the Members and Economic Interest Owners, as provided in this Agreement, and distribute the remaining assets of the Company in the following priority:
(a) First, to creditors, including Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company other than liabilities to Members and Economic Interest Owners for distributions;
(b) Second, establish such Reserves as may be necessary to provide for liabilities or contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Owners, the amounts of such Reserve shall be deemed to be an expense of the Company); and
(c) Third, to the Members and Economic Interest Owners of the Company, first to the payments of any positive balances in their respective Capital Accounts, and any remaining amount, to the Members and Economic Interest Owners in proportion to their Sharing Interests. The Company may offset damages for breach of this Agreement by a Member or Economic Interest Owner against the amount otherwise distributable to such Member or Economic Interest Owner. Any distributions to the Members or Economic Interest Owners in respect of their Capital Accounts shall be made in accordance with the time requirements set forth in Section 1.704-1(B)(2)(ii)(b)(2) of the Treasury Regulations. During the winding up, liquidation and distribution of the assets, the Manager shall at all times comply with the requirements of any applicable law pertaining to the winding up of the affairs of the Company and...
Winding Up and Distribution of Assets. (a) If the Company is dissolved, the Manager shall wind up the affairs of the Company. Upon the winding up of the Company, subject to the provisions of the Act, the Manager shall pay or make reasonable provision to pay all claims and obligations of the Company, including all costs and expenses of the liquidation and all contingent, conditional or unmatured claims and obligations that are known to the Manager but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision shall be made in full.
(b) Upon any such dissolution of the Company, the net assets, if any, of the Company available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following order, to the extent available:
(i) First, to the Company’s creditors, including the Member as creditor (to the extent permitted by law), in satisfaction of liabilities of the Company; and
(ii) Thereafter, to the Member.
Winding Up and Distribution of Assets. (a) Winding Up
(b) Distribution of Assets
Winding Up and Distribution of Assets. Upon the occurrence of an event of dissolution described in Section 10.1 hereof, the Company shall cease to carry on its business and the Manager shall wind up the Company’s affairs and dissolve the Company in accordance with the provisions of Section 00-00-000 of the Act and as hereinafter set forth:
(a) Prior to any distribution to the Members, the Manager shall set aside from the assets of the Company sufficient assets to be applied to the payment of creditors other than Members and their Affiliates, in the order of priority provided by law (whether by making immediate payment or the making or reasonable provision for payment thereof).
(b) After the payment required by Section 10.4(a) hereof and after giving effect to all contributions, distributions and allocations for all periods, any remaining assets of the Company shall be distributed in accordance with Section 6.1.
(c) No Member shall receive additional compensation for any services performed pursuant to this ARTICLE X.
Winding Up and Distribution of Assets. Upon a dissolution of the Partnership for any reason, the General Partner (or a liquidating agent or trustee designated by a Majority in Interest) shall take full account of the Partnership assets and liabilities, shall liquidate the assets as promptly as is consistent with obtaining the fair market value thereof, and shall apply and distribute the proceeds therefrom in the following order: (a) to the payment of creditors of the Partnership, including Partners who are creditors to the extent permitted by law (including Partner loans as provided in Section 3.3), but excluding secured creditors whose obligations will be assumed or otherwise transferred on the liquidation of Partnership assets; (b) to the setting up of any reserves reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership; provided, however, that said reserves shall be deposited with a bank or trust company in an interest bearing escrow account for the purpose of disbursing such reserves for the payment of any of the aforementioned contingencies and, at the expiration of a reasonable period, for the purpose of distributing the balance remaining in accordance with remaining provisions of this Section 12.3; and (c) to the Partners and Assignees of record in proportion to the order of priority set forth in Section 5.1. Reasonable compensation for dissolution of the Partnership is already included in the amounts due General Partner and Partners under this Agreement.
Winding Up and Distribution of Assets. (a) Upon the dissolution of the Partnership, the Partnership shall continue in existence for a reasonable period of time for the purpose of winding up its affairs, and the General Partner (or any Liquidating Agent appointed pursuant to Section 9.02(c) below) shall wind up the Partnership’s affairs and cause the sale of the Partnership’s assets (except those to be distributed in-kind or retained pursuant to Section 9.03 below) as expediently as is practicable and prudent and in such manner as the General Partner or Liquidating Agent, in its sole discretion, determines appropriate to obtain the best prices. Nothing herein shall preclude a sale of any asset of the Partnership to any Partner or affiliate of a Partner. Any property distributed in-kind in the liquidation shall be valued at Fair Market Value in determining the amount distributed to Partners. Whether any assets of the Partnership shall be liquidated through sale or shall be distributed to the Partners in-kind shall be a matter left to the sole discretion of the General Partner or Liquidating Agent. The General Partner or Liquidating Agent shall conduct (or cause to be conducted) a full accounting of the assets and liabilities of the Partnership and cause a balance sheet of the Partnership to be prepared as of the date of dissolution and a profit and loss statement for the period commencing after the end of the preceding Accounting Period and ending on the date of dissolution, and such financial statements shall be furnished to all of the Partners.
(b) The proceeds of the sale of the Partnership’s property and assets, plus any unsold assets to be distributed in-kind, shall be distributed in the following order of priority:
(i) Payment of the debts and liabilities of the Partnership incurred in accordance with the terms of this Agreement, and payment of the expenses of liquidation;
(ii) Setting up of reserves as set forth in Section 9.03 below, as the General Partner or Liquidating Agent may deem reasonably necessary, for any contingent or unforeseen liabilities or obligations of the Partnership or any obligation or liability not then due and payable; provided, any unspent balance of the reserves shall be distributed in the manner hereinafter provided when deemed reasonably prudent by the General Partner or Liquidating Agent;
(iii) Payment, on a pro rata basis, of any loans from or debts incurred in accordance with the terms of this Agreement owed to Partners, and
(iv) Payment to the Partners, on a ...
Winding Up and Distribution of Assets. Upon dissolution, the ------------------------------------- Company's independent accountants shall make an accounting of the accounts of the Company and of the Company's assets, liabilities and operations through the date of dissolution, and the Board of Managers shall immediately proceed to wind up the affairs of the Company. Throughout the dissolution process, all of the provisions of this Agreement shall continue to apply, except as limited by the Law. If the Company is dissolved and its affairs are to be wound up, the Board of Managers shall first attempt to agree upon a plan of winding up and distribution, which plan must provide that all distributions to the Members are made in accordance with their positive Capital Accounts, as adjusted after all allocations pursuant to Article X of this Agreement have been made. If the Board --------- of Managers is unable to agree, the entire matter shall be submitted to arbitration conducted in accordance with Section 17.7
Winding Up and Distribution of Assets a) Upon the dissolution of the Partnership, the Partnership shall continue in existence for a reasonable period of time for the purpose of winding up its affairs, and the GP (or any Liquidating Agent appointed pursuant to Section 9.02(c) below) shall wind up the Partnership’s affairs and cause the sale of the Partnership’s assets (except those to be distributed in-kind or retained pursuant to Section
Winding Up and Distribution of Assets. Upon dissolution of the Company for any reason, the Member (or another Person designated by the Member) shall take full account of the Company's assets and liabilities, and shall liquidate any remaining assets of the Company as promptly as is consistent with obtaining the fair market value thereof, unless the Member decides to distribute some or all of such assets in kind. The Member (or designated Person) shall apply and distribute the proceeds from dissolution in the following order:
(a) First, to creditors of the Company, including Members who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof, including the establishment of reserves for any contingent liabilities); and
(b) Second, to the extent of any remainder, to the Member.
Winding Up and Distribution of Assets. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidation its assets, and satisfying the claims of its creditors and Partners. Thereupon, no Partner shall take any action which is inconsistent with, or not necessary to, or appropriate for, winding up the Partnership's business and affairs. The Management Committee shall be responsible for overseeing the winding up and liquidation of the Partnership and shall take full account of the Partnership's liabilities and Partnership Assets, and the Partnership Assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:
(a) First, to the payment and discharge of all of the Partnership's debts and liabilities to creditors other than Partners or their Affiliates, including expenses of liquidation and winding up;
(b) Second, to the payment and discharge of all of the Partnership's debts and liabilities to Partners and their Affiliates; and
(c) The balance, if any, to the Partners in accordance with their Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods. Upon completion of the winding up, liquidation and distribution of the Partnership Assets, the Partnership shall be deemed terminated. The Management Committee shall comply with all requirements of applicable law pertaining to the winding up of the affairs of the Partnership and the final distribution of its Partnership Assets.
